##### Table of Contents



FORM 10-QSB
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT
 For the transition period from  to
 Commission file number: 000-27667
 Metalline Mining Company
  Nevada
(State or other jurisdiction 
of incorporation or organization)
    
    91-1766677
(IRS Employer Identification No.)
 
  þ o
 o þ
  o þ




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##### 



METALLINE MINING COMPANY
QUARTERLY REPORTON FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2007
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PAGEConsolidated Financial Statements:Consolidated Balance Sheets as of July 31, 2007 and October 31, 2006
    
    
    F-2Consolidated Statements of Operations for the nine-month and three-month periods ended
July 31, 2007 and July 31, 2006 and for the period from inception
(November 8, 1993) to July 31, 2007
    
    
    F-3Consolidated Statements of Cash Flow for the nine-month periods ended
July 31, 2007 and July 31, 2006, and for the period from inception
(November 8, 1993) to July 31, 2007
    
    
    F-4Condensed Notes to Consolidated Financial Statements
    
    
    F-7Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 July 31,
    
    
    October 31,2007
    
    
    2006ASSETS
    
    (Unaudited)
    
    
    **CURRENT ASSETSCash and cash equivalents
    
    $
    1,053,826
    
    
    $
    689,994Investments
    
    
    8,900,000
    
    
    
    5,925,000Accounts receivable
    
    
    
    
    
    
    35,934Tax refunds receivable
    
    
    313,425
    
    
    
    Other receivables
    
    
    37,794
    
    
    
    Prepaid expenses
    
    
    26,101
    
    
    
    14,288Total Current Assets
    
    
    10,331,146
    
    
    
    6,665,216PROPERTY CONCESSIONSSierra Mojada District (Note 4)
    
    
    4,362,475
    
    
    
    4,334,767EQUIPMENTOffice and mining equipment, net of accumulated depreciation of
$454,434 and $427,892, respectively
    
    
    707,866
    
    
    
    611,966Total Equipment
    
    
    707,866
    
    
    
    611,966TOTAL ASSETS
    
    $
    15,401,487
    
    
    $
    11,611,949LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    24,968
    
    
    $
    238,198Accounts payable  related parties
    
    
    61,920
    
    
    
    125,460Accrued liabilities and expenses
    
    
    55,370
    
    
    
    116,162Other liabilities
    
    
    
    
    
    
    10,000Total Current Liabilities
    
    
    142,258
    
    
    
    489,820COMMITMENTS AND CONTINGENCIES (Note 4)
    
    
    
    
    
    
    STOCKHOLDERS EQUITYCommon stock, $0.01 par value; 160,000,000 shares authorized,
38,623,103 and 34,207,912 shares issued and outstanding, respectively
    
    
    386,231
    
    
    
    342,079Additional paid-in capital
    
    
    48,024,813
    
    
    
    38,594,886Deficit accumulated during exploration stage
    
    
    (33,124,356
    )
    
    
    (27,814,836
    )Accumulated other comprehensive income (loss)
    
    
    (27,459
    )
    
    
    Total Stockholders Equity
    
    
    15,259,229
    
    
    
    11,122,129TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    15,401,487
    
    
    $
    11,611,949
    F-2




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##### Table of Contents



METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
 November 8,1993(Inception)Three Months Ended
    
    
    Nine Months Ended
    
    
    toJuly 31,
    
    
    July 31,
    
    
    July 31,
    
    
    July 31,
    
    
    July 31,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)REVENUES
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    EXPLORATION AND PROPERTY HOLDING COSTSExploration and property holding costs
    
    
    963,245
    
    
    
    669,486
    
    
    
    2,100,838
    
    
    
    1,055,533
    
    
    
    11,427,701Depreciation and write-off of equipment
    
    
    40,874
    
    
    
    17,924
    
    
    
    183,520
    
    
    
    53,771
    
    
    
    305,6581,004,119
    
    
    
    687,410
    
    
    
    2,284,358
    
    
    
    1,109,304
    
    
    
    11,733,359GENERAL AND ADMINISTRATIVE EXPENSESSalaries and payroll expenses
    
    
    266,733
    
    
    
    127,295
    
    
    
    598,745
    
    
    
    965,409
    
    
    
    9,395,108Office and administrative expenses
    
    
    117,656
    
    
    
    163,292
    
    
    
    377,046
    
    
    
    333,695
    
    
    
    2,865,344Professional services
    
    
    460,954
    
    
    
    219,191
    
    
    
    2,117,676
    
    
    
    831,080
    
    
    
    7,502,558Directors fees
    
    
    76,920
    
    
    
    
    
    
    
    225,720
    
    
    
    
    
    
    
    2,061,884Depreciation
    
    
    11,112
    
    
    
    8,136
    
    
    
    18,682
    
    
    
    13,732
    
    
    
    185,113TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    933,375
    
    
    
    517,914
    
    
    
    3,337,869
    
    
    
    2,143,916
    
    
    
    22,010,007LOSS FROM OPERATIONS
    
    
    (1,937,494
    )
    
    
    (1,205,324
    )
    
    
    (5,622,227
    )
    
    
    (3,253,220
    )
    
    
    (33,743,366
    )OTHER INCOME (EXPENSES)Interest and investment income
    
    
    172,112
    
    
    
    81,197
    
    
    
    309,893
    
    
    
    95,631
    
    
    
    560,064Miscellaneous ore sales, net of expenses
    
    
    
    
    
    
    10,426
    
    
    
    
    
    
    
    (31,111
    )
    
    
    134,242VAT tax refunds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,045
    
    
    
    132,660Miscellaneous income
    
    
    
    
    
    
    24,000
    
    
    
    2,814
    
    
    
    85,500
    
    
    
    82,330Interest and financing expense
    
    
    
    
    
    
    (1,203
    )
    
    
    
    
    
    
    (2,058
    )
    
    
    (290,286
    )TOTAL OTHER INCOME
    
    
    172,112
    
    
    
    114,420
    
    
    
    312,707
    
    
    
    161,007
    
    
    
    619,010LOSS BEFORE INCOME TAXES
    
    
    (1,765,382
    )
    
    
    (1,090,904
    )
    
    
    (5,309,520
    )
    
    
    (3,092,213
    )
    
    
    (33,124,356
    )INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    $
    (1,765,382
    )
    
    $
    (1,090,904
    )
    
    $
    (5,309,520
    )
    
    $
    (3,092,213
    )
    
    $
    (33,124,356
    )BASIC AND DILUTED NET LOSS PER
COMMON SHARE
    
    $
    (0.05
    )
    
    $
    (0.03
    )
    
    $
    (0.15
    )
    
    $
    (0.10
    )BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
    
    
    37,720,244
    
    
    
    34,118,509
    
    
    
    34,953,913
    
    
    
    29,555,877
   F-3




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##### Table of Contents



METALLINE MINING COMPANY
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Period fromNovember 8, 1993(Inception)Nine Months Ended
    
    
    toJuly 31,
    
    
    July 31,
    
    
    July 31,2007
    
    
    2006
    
    
    2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (5,309,520
    )
    
    $
    (3,092,213
    )
    
    $
    (33,124,356
    )Adjustments to reconcile net loss to net cash used
by operating activities:Depreciation and write-off of assets
    
    
    202,202
    
    
    
    67,503
    
    
    
    633,447Noncash expenses
    
    
    
    
    
    
    
    
    
    
    126,864Common stock issued for services
    
    
    211,559
    
    
    
    
    
    
    
    1,237,046Common stock issued for compensation
    
    
    
    
    
    
    668,715
    
    
    
    977,106Options issued for compensation
    
    
    79,229
    
    
    
    
    
    
    
    4,439,229Common stock issued for directors fees.
    
    
    244,260
    
    
    
    
    
    
    
    244,260Options and warrants issued for directors fees
    
    
    
    
    
    
    
    
    
    
    1,665,705Stock options issued for services
    
    
    
    
    
    
    
    
    
    
    849,892Stock options issued for financing fees
    
    
    
    
    
    
    
    
    
    
    276,000Common stock issued for payment of expenses
    
    
    
    
    
    
    
    
    
    
    326,527Stock warrants issued for services
    
    
    1,094,950
    
    
    
    
    
    
    
    1,783,721(Increase) decrease in:Accounts receivable
    
    
    35,934
    
    
    
    (12,100
    )
    
    
    Tax refunds receivable
    
    
    (313,425
    )
    
    
    
    
    
    
    (313,425
    )Other receivables
    
    
    (37,794
    )
    
    
    8,418
    
    
    
    (37,794
    )Prepaid expenses
    
    
    (11,812
    )
    
    
    (18,059
    )
    
    
    (26,100
    )Increase (decrease) in:Accounts payable  related parties
    
    
    (63,540
    )
    
    
    
    
    
    
    61,920Accounts payable
    
    
    (213,230
    )
    
    
    (3,682
    )
    
    
    24,968Other liabilities
    
    
    (10,000
    )
    
    
    12,871
    
    
    
    (10,000
    )Accrued liabilities and expenses
    
    
    (60,792
    )
    
    
    (138,744
    )
    
    
    65,370Net cash used by operating activities
    
    
    (4,151,979
    )
    
    
    (2,507,291
    )
    
    
    (20,799,620
    )CASH FLOWS FROM INVESTING ACTIVITIES:Marketable securities
    
    
    
    
    
    
    
    
    
    
    (5,925,000
    )Purchase of investments
    
    
    (15,200,000
    )
    
    
    
    
    
    
    (15,684,447
    )Proceeds from investments
    
    
    12,225,000
    
    
    
    
    
    
    
    12,709,447Purchase of equipment
    
    
    (298,103
    )
    
    
    (60,436
    )
    
    
    (1,285,508
    )Acquisitions of mining property
    
    
    (27,708
    )
    
    
    
    
    
    
    (4,480,339
    )Net cash used by investing activities
    
    
    (3,300,811
    )
    
    
    (60,436
    )
    
    
    (14,665,847
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock
    
    
    5,671,893
    
    
    
    10,758,737
    
    
    
    33,253,707Proceeds from issuance of options and warrants
    
    
    
    
    
    
    
    
    
    
    981,140Proceeds from exercise of warrants
    
    
    2,172,188
    
    
    
    31,250
    
    
    
    2,172,188Deposits for sale of stock
    
    
    
    
    
    
    
    
    
    
    125,500Proceeds from shareholder loans
    
    
    
    
    
    
    
    
    
    
    30,000Payment of note payable
    
    
    
    
    
    
    (3,157
    )
    
    
    (15,783
    )Net cash provided by financing activities:
    
    
    7,844,081
    
    
    
    10,786,830
    
    
    
    36,546,752Effect of Exchange rate changes on cash
    
    
    (27,459
    )
    
    
    
    
    
    
    (27,459
    )Net increase (decrease) in cash and cash equivalents
    
    
    363,832
    
    
    
    8,219,103
    
    
    
    1,053,826Cash and cash equivalents beginning of period
    
    
    689,994
    
    
    
    213,369
    
    
    
    Cash and cash equivalents end of period
    
    $
    1,053,826
    
    
    $
    8,432,472
    
    
    $
    1,053,826SUPPLEMENTAL CASH FLOW DISCLOSURES:Income taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    Interest paid
    
    $
    
    
    
    $
    520
    
    
    $
    286,771NON-CASH INVESTING AND FINANCING ACTIVITIES:Common stock issued for equipment
    
    $
    
    
    
    $
    
    
    
    $
    25,000Common stock options issued for financing fees
    
    $
    
    
    
    $
    
    
    
    $
    276,000Common stock issued for non-cash options
    
    $
    59,220
    
    
    $
    
    
    
    $
    59,220
   F-4




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##### Table of Contents



NOTE 1  ORGANIZATION AND DESCRIPTION OF BUSINESS
     NOTE 2  BASIS OF PRESENTATION
   F-5




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##### Table of Contents



Concentration of Risk
  Investments
    F-6




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##### Table of Contents



Exploration Costs
  Foreign Operations
  IVA Tax Receivable
   F-7




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##### Table of Contents



NOTE 3  RECENT ACCOUNTING PRONOUNCEMENTS
   NOTE 4  CONCESSIONS IN THE SIERRA MOJADA DISTRICT
 Sierra Mojada Mining Concessions
    F-8




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##### Table of Contents



AcquisitionConcession
    
    Method
    
    
    Date
    
    
    Hectares
    
    
    Cost BasisSierra Mojada
    
    Purchased
    
    
    5/30/2000
    
    
    
    4,767.32
    
    
    $
    15,875Mojada 3
    
    Purchased
    
    
    5/30/2000
    
    
    
    722.00
    
    
    
    Unificacion Mineros
Nortenos
    
    Purchased
    
    
    8/30/2000
    
    
    
    336.79
    
    
    
    3,682,772Vulcano
    
    Purchased
    
    
    8/30/2000
    
    
    
    4.49
    
    
    
    Esmeralda 1
    
    Purchased
    
    
    8/20/2001
    
    
    
    95.50
    
    
    
    180,988Esmeralda
    
    Purchased
    
    
    3/20/1997
    
    
    
    117.50
    
    
    
    255,647La Blanca
    
    Purchased
    
    
    8/20/2001
    
    
    
    33.50
    
    
    
    122,760Fortuna
    
    Claim Filed
    
    
    12/8/1999
    
    
    
    13.96
    
    
    
    76,725Mojada 2
    
    Claim Filed
    
    
    7/17/2006
    
    
    
    3,500.00
    
    
    
    El Retorno
    
    Purchased
    
    
    4/10/2006
    
    
    
    817.65
    
    
    
    15,413Los Ramones
    
    Purchased
    
    
    4/10/2006
    
    
    
    8.60
    
    
    
    278El Retorno Fracc. 1
    
    Purchased
    
    
    4/20/2006
    
    
    
    5.51
    
    
    
    93Dormidos
    
    Claim Filed
    
    
    4/9/2007
    
    
    
    2,326.10
    
    
    
    Agua Mojada
    
    Claim Filed
    
    
    1/26/2007
    
    
    
    2,900.00
    
    
    
    5,980Alote
    
    Claim Filed
    
    
    5/17/2007
    
    
    
    3,749.00
    
    
    
    5,94419,397.92
    
    
    $
    4,362,475
 NOTE 5  PROPERTY AND EQUIPMENT
  July 31, 2007
    
    
    October 31, 2006Mining equipment
    
    $
    657,231
    
    
    $
    589,751Communication equipment
    
    
    8,864
    
    
    
    10,179Buildings and structures
    
    
    141,061
    
    
    
    141,061Land  non mineral
    
    
    15,839
    
    
    
    15,839Vehicles
    
    
    170,182
    
    
    
    152,030Computer equipment and software
    
    
    156,656
    
    
    
    120,664Office equipment
    
    
    11,579
    
    
    
    9,446Furniture and fixtures
    
    
    888
    
    
    
    8881,162,300
    
    
    
    1,039,858Less: Accumulated depreciation
    
    
    (454,434
    )
    
    
    (427,892
    )$
    707,866
    
    
    $
    611,966
  F-9




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##### Table of Contents



NOTE 6  CAPITAL STOCK
 Common Stock
    Shareholder Rights Plan
    F-10




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##### Table of Contents



Stock Options
       F-11




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##### Table of Contents



Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Life (Years)
    
    
    ValueOutstanding at November 1,
2006
    
    
    3,360,000
    
    
    $
    2.41Granted
    
    
    250,000
    
    
    
    4.30Exercised
    
    
    (126,000
    )
    
    
    1.32Forfeited or Expired
    
    
    (84,000
    )
    
    
    1.32Outstanding at July 31, 2007
    
    
    3,400,000
    
    
    $
    2.61
    
    
    
    8.10
    
    
    $
    2,806,500Exercisable at July 31, 2007
    
    
    3,150,000
    
    
    $
    2.48
    
    
    
    7.96
    
    
    $
    3,021,500
  Options Outstanding
    
    
    Options ExercisableWeighted Ave.
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    Number
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExercisePrice
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$
    1.30
    
    
    
    100,000
    
    
    
    2.02
    
    
    $
    1.30
    
    
    
    100,000
    
    
    $
    1.301.32
    
    
    
    100,000
    
    
    
    3.18
    
    
    
    1.32
    
    
    
    100,000
    
    
    
    1.322.15
    
    
    
    200,000
    
    
    
    2.59
    
    
    
    2.15
    
    
    
    200,000
    
    
    
    2.152.59
    
    
    
    2,750,000
    
    
    
    8.75
    
    
    
    2.59
    
    
    
    2,750,000
    
    
    
    2.594.30
    
    
    
    250,000
    
    
    
    9.88
    
    
    
    4.30
    
    
    
    
    
    
    
    $
    1.30-4.30
    
    
    
    3,400,000
    
    
    
    8.10
    
    
    $
    2.61
    
    
    
    3,150,000
    
    
    $
    2.48
  Weighted-AverageGrant-DateNonvested Shares
    
    Shares
    
    
    Fair ValueNonvested at October 31, 2006
    
    
    
    
    
    $
    Granted
    
    
    250,000
    
    
    
    2.69Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Nonvested at July 31, 2006
    
    
    250,000
    
    
    $
    2.69
  F-12




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##### Table of Contents



Warrants
     NOTE 7  SUBSEQUENT EVENTS
    F-13




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##### Table of Contents



ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Cautionary Statement about Forward-Looking Statements
  
    
    The amount and nature of future capital, development and exploration
expenditures;
 
    
    The timing of exploration activities;
 
    
    Business strategies and development of our business plan; and
   Plan of Operation
   1




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##### Table of Contents



Concession1
    
    Title No.
    
    
    HectaresSierra Mojada
    
    
    198513
    
    
    
    4,767.3154Mojada 3
    
    
    226756
    
    
    
    722.0000Unificacion Mineros Nortenos
    
    
    169343
    
    
    
    336.7905Esmeralda I
    
    
    211158
    
    
    
    95.4977Esmeralda
    
    
    212169
    
    
    
    117.5025La Blanca
    
    
    220569
    
    
    
    33.5044Fortuna
    
    
    160461
    
    
    
    13.9582Vulcano
    
    
    83507
    
    
    
    4.4904Mojada 2
    
    
    227585
    
    
    
    3,500.0000El Retorno
    
    
    216681
    
    
    
    817.6548Los Ramones
    
    
    223093
    
    
    
    8.6039El Retorno Fracc. 1
    
    
    223154
    
    
    
    5.5071Dormidos
    
    
    229323
    
    
    
    2,326.0953Agua Mojada
    
    
    E-07/16743
    
    
    
    2,900.0000Alote1
    
    
    
    
    
    
    3,749.0000Total
    
    
    
    
    
    
    19,397.9202
 
 1
    
    Title for this concession is pending.
     2




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##### Table of Contents



3




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##### Table of Contents



4




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##### Table of Contents



Subsequent Event
  Cautionary Note
  Results of Operations
  Exploration and property holding costs
   5




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##### Table of Contents



General and Administrative Costs
  
    
    Higher professional fees due to $1,094,000 of stock based compensation for warrants
issued to outside consultants for investor services.
 
    
    Increased professional fees related to the preparation of the Companys feasibility
study
 
    
    Directors fees increased $226,000 primarily due to stock based compensation for stock
grants issued to its independent directors.
  Other Income (Expense)
  Liquidity and Capital Resources
      6




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##### Table of Contents



Critical Accounting Policies
   Property Concessions
    7




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##### Table of Contents



Deferred tax assets and liabilities
  Estimates
  Foreign Currency Translation
  Shareholder Rights Plan
  Accounting for Stock Options and Warrants Granted to Employees and Non-employees
   8




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Impairment of Long-Lived Assets
  Environmental Matters
    9




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##### Table of Contents



ITEM 3.
    
    Controls and Procedures.
 Disclosure Controls and Procedures.
   Changes in Internal Control Over Financial Reporting.
   10




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##### Table of Contents



PART II  OTHER INFORMATION
 ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
    ITEM 6.
    
    Exhibits.
 3.1
    
    Articles of Incorporation.(1), (2), (3)3.2
    
    Bylaws, as amended.(3)4.1
    
    Rights Agreement, dated as of June 11, 2007, between the Company and OTC Stock Transfer, as
Rights Agent. (4)31.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.32.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 (1)
    
    Incorporated by reference from Form 10-SB, filed October 15, 1999.(2)
    
    Incorporated by reference from Form 10-QSB, filed September 19, 2006.(3)
    
    Incorporated by reference from Form 10-KSB, filed January 31, 2007.(4)
    
    Incorporated by reference to Exhibit 1 to the Companys Registration Statement on Form
8-A filed on June 11, 2007
  11




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##### Table of Contents



METALLINE MINING COMPANY
An Exploration Stage Company
 SIGNATURES
  METALLINE MINING COMPANYSeptember 18, 2007
    
    By:
    
    /s/ Merlin BinghamDate
    
    
    
    Merlin Bingham, President andChief Executive OfficerSeptember 18, 2007
    
    By:
    
    /s/ Robert DeversDate
    
    
    
    Robert Devers,Principal Financial Officer andChief Accounting Officer
  12




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description3.1
    
    Articles of Incorporation.(1), (2), (3)3.2
    
    Bylaws, as amended.(3)4.1
    
    Rights Agreement, dated as of June 11, 2007, between the Company and OTC Stock Transfer, as
Rights Agent. (4)31.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.32.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 (1)
    
    Incorporated by reference from Form 10-SB, filed October 15, 1999.(2)
    
    Incorporated by reference from Form 10-QSB, filed September 19, 2006.(3)
    
    Incorporated by reference from Form 10-KSB, filed January 31, 2007.(4)
    
    Incorporated by reference to Exhibit 1 to the Companys Registration Statement on Form
8-A filed on June 11, 2007
  13